Document 28877

FORM LETTER OF INTENT – LAND ACQUISITION
VIA:
<Date>
<Recipient Address>
RE:
Proposal to Purchase
Dear
:
This letter-of-intent (“Letter of Intent”) states the terms by which
(“Purchaser”), or
assigns, will enter into a Purchase and Sale Agreement to purchase the above referenced property from
, (“Seller”).
The proposed terms and conditions of the purchase are as follows:
Purchaser:
Purchaser,
Seller:
Seller,
Property:
<Legal description>, vacant land whose address is
(the “Property”). The
parcel configuration shall be verified by a current ALTA survey (see below).
, is a
, is a
.
.
<Alternate language>
• The purchase price below is based on a fixed price versus a net acreage $/SF
calculation. A net acreage calculation and potential reduction thereof will not
be required for the drainage way, floodplain, wetlands, the land-locked area or
areas with unusable or infeasible slope conditions.
• The purchase price below is based upon the total gross land area and may, at
Purchaser’s option, be adjusted by multiplying the total land area, as
evidenced by the Survey, times $
Dollars per square foot of
land area.
• The property shall also include any <Master Development Plan (“MDP”)>
<Final Development Plan (“FDP”)> or other entitlements, and any studies,
plans (conceptual or otherwise), construction documents, or otherwise,
prepared in whole or in part for the Property.
• The property shall also include, as applicable, all water rights and mineral
rights.
Purchase Price:
The purchase price for the Property shall be $
paid in cash at
Closing.
<Alternate language>
• The purchase price for the Property shall be $
per net square foot,
equaling approximately $
, paid in cash at Closing
Mr.
<Date>
Page 2 of 5
Property Condition:
Seller shall transfer the property in its current “as-is” condition.
Initial Earnest Money
Deposit:
Within
days of contract execution, Purchaser shall deposit with
$
as the initial deposit (“Initial Earnest Money
Deposit”). Said deposit shall be placed in an interest bearing account with the title
company and all principal and interest shall be applicable to the purchase price upon
closing. The Initial Earnest Money Deposit shall be refundable throughout the
Inspection Period.
<Optional language>
Additional Earnest
Money Deposit:
<Alternate language>
• At the completion of the Inspection Period, should Purchaser elect to proceed
to Closing, the Initial Earnest Money Deposit, $
, shall then become
non-refundable, except through default by Seller.
At the completion of the Inspection Period, should Purchaser elect to proceed to
Closing, Purchaser shall deposit with
the title company an
additional $
as the Additional Earnest Money Deposit. The Initial and
,
shall
become
nonAdditional Earnest Money Deposits, $
refundable, except through default by Seller or if Purchaser is unable to obtain the
approvals as set forth below.
Inspection Period:
Purchaser shall have
(
) days from the Effective Date of the Purchase
and Sale Agreement (Alternative: or from receipt of Seller’s Delivery Items and Survey)
to inspect all aspects of the Property. Purchaser, personally or through agents,
employees or contractors, may go upon the Property during normal business hours
following the Effective Date of the Purchase and Sale Agreement and until Closing to
inspect the Property and make such tests, investigations and analysis as Purchaser
deems advisable at Purchaser’s cost. Purchaser shall have the right to terminate the
Agreement any time and for any reason throughout the Inspection Period with no
penalty and full refund of the Initial Earnest Money Deposit plus interest.
Approvals Period:
Purchaser shall have
(
) days from the end of the Inspection
Period to obtain approvals for an
development through
County and the
planning & architectural control committee.
Closing:
The Closing shall occur
the Purchase and Sale Agreement.
(
) days following the Effective Date of
Mr.
<Date>
Page 3 of 5
<Alternative language>
• The Closing shall be held
(
) days following Purchaser’s
Final Development Plan Approval including passage of the public referendum
period.
• The Closing shall occur
(
) days following the expiration
of the Inspection Period.
Seller’s Delivery
Items:
Seller shall deliver to Purchaser within
(
) days of execution of the
Purchase and Sale Agreement by both parties the following items:
<Suggested language>
a. A title commitment from
, in the amount of the
Purchase Price.
b. A copy of any Planned Unit Development (“PUD”), Preliminary Development Plan
(“PDP”), plat, Final Development Plan (“FDP”) or any other available plans as
referenced above.
c. A copy of the most recent survey with respect to the Property in Seller’s
possession.
d. Most recent copies of any environmental, soils, topography, utility, traffic,
engineering, geotechnical or other third party reports in Seller’s possession
pertaining to the condition of the property.
e. Copies of any private or public agreements, restrictions or other encumbrances
(subdivision improvement agreement, intergovernmental agreements, etc.)
affecting the property.
f. Other information as set forth in the Purchase and Sale Agreement
Survey:
Within
(
) days from the Effective Date, Seller shall provide to
Purchaser a current ALTA survey with topography, in both printed and electronic
formats, in form and content acceptable to Purchaser.
<Alternate language>
• The surveyor shall be
Title & Survey
Review:
Closing Costs:
.
Purchaser shall have a period of
(
) days following the receipt of
the Title Commitment and Seller’s Survey to notify Seller of any objections.
At Closing, Purchaser and Seller shall respectively pay the following costs and
expenses:
Mr.
<Date>
Page 4 of 5
a. Seller shall pay (i) the fees and expenses of Seller’s attorneys, (ii) the Colorado real
estate transfer tax due with respect to the deed by which the Property is conveyed
to the Purchaser (iii) the premium for the standard owner’s title insurance policy
(iv) the commission due Broker and (v) any other costs and expenses actually
incurred by the Seller.
b. Purchaser shall pay (i) the fees and expenses of Purchaser’s attorneys, (ii) any
extended coverage or endorsements to the standard title insurance and (iii) any
other costs and expenses actually incurred by Purchaser.
Purchase and Sale
Agreement:
Brokers’ Commission
and Disclosure:
Upon execution of this Letter of Intent, <Purchaser or Seller> shall cause to be drafted
and the parties shall negotiate and execute a definitive agreement (the “Purchase and
Sale Agreement”) for the sale of the Property reflecting the provisions of this Letter of
Intent. The date of mutual execution of the Purchase and Sale Agreement is the
“Effective Date” of that agreement. Note: Colorado form refers to this as MEC
(mutual execution of contract).
Upon closing, <Seller or Purchaser> shall be responsible for the payment of the
commission to Seller’s Agent
, and Buyer’s agent,
. The
fee to Buyer’s agent shall be
% of the gross purchase price. Buyer and Seller shall
represent and warrant that they have not engaged any other broker or party seeking
any other commissions, finder’s fees or the like.
Per Colorado Real Estate Commission Rules and Regulations the following disclosure is
made:
DIFFERENT WORKING RELATIONSHIPS ARE AVAILABLE WHICH INCLUDE SELLER’S
AGENT, BUYER’S AGENT, TRANSACTION BROKER, CUSTOMER AND CLIENT.
is a Buyer’s Agent for this proposed sale and is not an agent of
is a Transaction Broker and is not an agent of
Seller. <Alternative language:
the Seller or Buyer.> The duties of a
are as identified in Colorado
Real Estate Commission Form No. DD25-5-09, Definitions of Working Relationships. \
Confidentiality:
Purchaser and Seller will treat this Letter of Intent in a confidential manner and will
not disclose its requirements to other parties aside from Buyer’s and Seller’s agents or
consultants. Neither party shall disclose any terms or conditions of this contemplated
transaction without the express written consent of the other.
Mr.
<Date>
Page 5 of 5
This Letter of Intent to purchase the Property shall not be binding upon the parties until a Purchase and Sale
Agreement has been executed and delivered to both parties. The parties acknowledge that this non-binding
Letter of Intent to Purchase Property does not address all the essential terms of the Purchase and Sale
Agreement contemplated and that such essential terms will be the subject of further negotiation. Neither
party may claim any legal rights against the other by reason of any action taken in reliance upon this nonbinding Letter of Intent to Purchase Property including, without limitation, any partial performance of the
transactions contemplated herein. The parties acknowledge and agree that either party shall have the right to
terminate the negotiation of a formal and final Purchase and Sale Agreement for any reason or no reason and
that neither party owes the other party any duty to negotiate a formal and final Purchase and Sale Agreement.
This Letter of Intent to Purchase Property shall be subject to withdrawal or modification at any time by either
party and in any event will terminate on
,
.
Should the above terms meet with your understanding, please indicate such with your signature below and return
via an e-mailed PDF or fax to (
) to these offices. Please feel free to contact me with any
questions or comments. We look forward to successfully completing this transaction with
.
Respectfully,
<Name>
<Title>
Cc:
Agreed to and accepted this ______ day of ___________, 2013.
Signature:
Name:
Title:
Seller:
Purchaser:
Property:
Address:
Created: ______
Updated: _____
Title Commitment #:
Title Company:
Effective Date of Contract:
, 2013
Mutually Executed Contract (MEC) Date: _______, 2013
Dates shown in red text are the responsibility of the Seller.
DESCR I P TI ON
DATE
COM M ENTS
Purchase Price
At Closing
$
transfer.)
to be paid to Seller at Closing by wire
Earnest Money
Deposit
______, 2013
(__) days after MEC)
$
to be deposited with
Record Title Deadline
Sec 7.1
_____, 2013
(__) days after MEC)
______ shall furnish to _______, at ____’s cost, a current
commitment for owner’s title insurance policy in the amount
equal to the Purchase Price.
Exceptions Request
Deadline
_____, 2013
(__) days after MEC)
____, at ______’s expense, shall furnish to ________ and
________’s attorney, copies of any plats, declarations,
covenants, conditions and restrictions and any other
documents.
Record and OffRecord Title Objection
Deadline
_____, 2013
(__) days after MEC)
Purchaser has right to review and object any Title
Documents and may terminate the Agreement by giving
notice to Seller prior to this date (Earnest Money may be
refunded pursuant to Section 25.2).
Off-Record Title
Deadline
_____, 2013
(__) days after MEC)
Seller shall deliver to Purchaser true copies of all existing
surveys in Seller’s possession and shall disclose all
easements and liens.
Title Resolution
Deadline
_____, 2013
(__) days after MEC)
Purchaser may terminate the Contract by giving notice to
Seller prior to this date (Earnest Money may be refunded
pursuant to Section 25.2).
Seller’s Property
Disclosure Deadline
_____, 2013
(__) days after MEC)
Seller agrees to deliver to Purchaser a current, completed
Property Disclosure form.
Loan Application
Deadline
_____, 2013
(__) days after MEC)
Purchaser shall make application for loan verifiable.
Loan Objection
Deadline
_____, 2013
(__) days after MEC)
Purchaser has right to terminate on or before this date if
loan is not satisfactory to Purchaser.
Appraisal Deadline
Sec 6.2
_____, 2013
(__) days after MEC)
Appraisal shall be received on or before this date.
Appraisal Objection
Deadline
_____, 2013
(__) days after MEC)
Purchaser may terminate the Contract if property appraises
for less than purchase price by giving notice to Seller prior
to this date (Earnest Money may be refunded pursuant to
Section 25.2).
Sec 4
Sec 4.3
Sec 7.5
Sec 8.1, Sec 8.2
Sec 8.2
Sec 8.3
Sec 10.1
Sec 5.1
Sec 5.2
Sec 6.2
COM P LETED
Current Survey
Deadline
_____, 2013
(__) days after MEC)
Current Survey
Objection Deadline
_____, 2013
(__) days after MEC)
Inspection Objection
Deadline
_____, 2013
(__) days after MEC)
Purchaser may deliver to Seller written description of
unsatisfactory condition that Purchaser requires Seller to
correct; or Purchaser has right to terminate on or before
this date if property inspection is unsatisfactory by
delivering written Notice to Terminate to Seller(Earnest
Money may be refunded pursuant to Section 25.2).
Inspection Resolution
Deadline
_____, 2013
(__) days after MEC)
If Seller receives an Inspection Objection on or before
_________; Purchaser and Seller shall agree to resolve any
unsatisfactory conditions by this date or Purchaser and
Seller agree to terminate contract.
Property Insurance
Objection Deadline
_____, 2013
(__) days after MEC)
Purchaser may terminate the Contract by giving notice to
Seller prior to this date based on any unsatisfactory
provision of the Property Insurance (Earnest Money may be
refunded pursuant to Section 25.2).
Due Diligence
Documents Delivery
Deadline Sec 10.6
_____, 2013
(__) days after MEC)
Seller shall deliver copies of all due diligence documents on
or before this date.
Due Diligence
Documents Objection
Deadline Sec 10.7
_____, 2013
(__) days after MEC)
Purchaser may terminate the Contract by giving notice to
Seller prior to this date based on any unsatisfactory matter.
(Earnest Money may be refunded pursuant to Section 25.2).
Environmental
Inspection Objection
Deadline Sec 10.8
_____, 2013
(__) days after MEC)
Purchaser may terminate the Contract by giving notice to
Seller prior to this date based on any unsatisfactory matter.
(Earnest Money may be refunded pursuant to Section 25.2).
ADA Evaluation
Objection Deadline
_____, 2013
(__) days after MEC)
Purchaser may terminate the Contract by giving notice to
Seller prior to this date based on any unsatisfactory matter.
(Earnest Money may be refunded pursuant to Section 25.2).
Tenant Estoppel
Statements Deadline
_____, 2013
(__) days after MEC)
Seller shall deliver to Purchaser from each occupant a
tenant estoppel form attached to each lease on or before
this date.
Tenant Estoppel
Statements Objection
Deadline Sec 11.2
_____, 2013
(__) days after MEC)
Purchaser may terminate the Contract by giving notice to
Seller prior to this date based on any unsatisfactory matter.
(Earnest Money may be refunded pursuant to Section 25.2).
Closing Date
_____, 2013
(__) days after MEC)
Closing shall occur at the offices of Land Title Guarantee
Company, located at 3033 East 1st Street, Suite 600,
Denver CO 80206 (303)331-6231
Commissions
_____, 2013
(At Closing)
<Names>
Sec 9.1
Sec 9.2
Sec 10.2
Sec 10.3
10.5
Sec 10.8
Sec 11.1
Sec 12
Exclusive Right-to-Sell
Agreement
Seller will commission a survey on or before this date. Seller
and Buyer shall pay 50% each of the cost of the Current
Survey.
Purchaser may terminate the Contract by giving notice to
Seller prior to this date (Earnest Money may be refunded
pursuant to Section 25.2).